income for the year ended September 30 2012 was Rs..452.06 crore as
compared to Rs..394.15 crore for the previous year, net profit after
tax wasRs.. 29.41 crore vis-a-vis Rs.. 20.10 crore for fy 2010-11.
earningspersharewas Rs..12.30comparedto Rs..8.41 for the previous year.

standalone

income for the year ended September 30 2012 was Rs. 308.39 crore as
compared to Rs.. 259.01 crore for the previous year, net profit after
tax was Rs. 21.03 crore vis-a-vis Rs.. 17.23 crore for fy 2010-11.
earnings per share was Rs..8.80 compared to Rs.. 7.21 for the previous
year.

share capital

the paid up share capital of the company as on September 30 2012 stood
at Rs. .23.91 cr and the reserves and surplus stood at Rs..206.18 cr
and on consolidated level reserves and surplus stood at Rs.. 268.29 cr
as against Rs.. 242.61 cr in the previous year.

dividend

your directors are pleased to recommend an enhanced dividend of re 1.80
per share on a paid up capital of X 23,91,23,290 total dividend pay-out
including dividend distribution tax is Rs..5.00 cr.

allotment of convertible warrants on preferential basis in terms of the
approval given by the shareholders of the company at the last annual
general meeting held on 29.03.2012 and upon receipt of requisite
statutory approvals, the board of directors of the company had, on
23.05.2012, allotted 12.50 lakh nos of convertible warrants each on
preferential basis to g muralikrishna and v ramachandran, two of the
promoters of the company, these warrants are convertible upon exercise
of the option by the allottees within 18 months from the date of
allotment, the promoters have brought in Rs..1,82,75,000 towards
application money as per sebi guidelines, they have further brought in
Rs..2,74,12,500 upon exercise of option for allotment of first tranche
of equity shares as per applicable guidelines.

business and prospects

the business focus continues to be on banking and financial services
and insurance, healthcare and technology verticals.

in the bfsi vertical, the company has seven of the top 20 global banks
as its clients, clients in this vertical include universal banks,
investment banks, capital market institutions, insurance companies etc.
in the healthcare vertical the company caters to healthcare providers,
healthcare payers and life sciences companies, the company works for
multinational system integrators and technology companies, an iconic
global automobile giant is another significant relationship in the
manufacturing segment.

the company has long-standing relationships with large multinational
corporations, top 20 clients are all fortune 500 corporations.

focus on a few large clients has helped the company to strengthen the
relationship and gain increased traction from existing clients, the
company derives more than 90% of revenues through repeat business,
which is a result of established client relationships.

the company has a strong deal pipeline and there is strong traction in
the bfsi vertical.

the time tested relationship the company enjoys with these marquee
clients is the main driver propelling huge organic growth momentum, as
a result of constant efforts in mining these accounts, the company is
witnessing record growth rate over the last few quarters, the
management feels this organic growth thrust would take the company into
the big league during the current decade.

this is endorsed by the credit rating agency crisil too. crisil in
their report states that helios will continue to benefit over the
medium term from its established customer relationships, crisil
believes that as the scale of operations improves significantly through
better client and geographical diversification of revenues, the company
maintains healthy profitability levels.

subsidiary companies and consolidated financial statements

with the gradual easing of the global slowdown and with the USA economy
looking up, all the subsidiaries have performed satisfactorily during
the year as per section 212 of the companies act 1956, the company is
required to attach directors report, balance sheet and profit and loss
account of the subsidiaries, the ministry of corporate affairs,
government of india, vide its general circular no: 2/2011 dated
08.02.2011, has provided exemption to companies from complying with
section 212, provided the board approves the proposal and such
companies publish the audited consolidated financial statements in the
annual report, accordingly, the annual report for 2011-12 does not
contain the financial statements of the subsidiaries, the audited
annual accounts and related information of the subsidiaries, where
applicable, will be made available upon request, these documents will
also be available for inspection during business hours at the
registered office of the company at chennai. the same also will be
published on the company''s website www.heliosmatheson.com.

vMoksha - arbitration status

as reported already, your company signed a definitive share purchase
agreement (spa) to acquire 100% equity in three vmoksha entities based
at bangalore, Singapore and usa in the month of may 2005. however, the
sellers tried to renege the spa and hence your company initiated
arbitration proceedings.

arbitration proceedings were presided by hon''ble justice
mr.k.venkataswami, judge, supreme court (retd) as the sole arbitrator,
arbitration proceedings were conducted over a period of two years
spread over 34 sittings, the first sitting was held on 28.10.2006 and
thirty fourth sitting was held on 28.06.2008 and 5 volumes of 1370
pages of documents were submitted before the arbitrator, the hon''ble
arbitrator posted the matter for pronouncement of award on 20.09.2008.
at the request of the advocates of the respondents the award date was
rescheduled to 29.09.2008. unfortunately, hon''ble justice
mr.k.venkataswami passed away on 26.09.2008 just 3 days before the
revised pronouncement date, as the company wanted to settle the issue
in a legally valid manner, the company decided to continue the
arbitration proceedings, hence, the company has filed a petition before
the hon''ble high court of madras seeking its directions for appointment
of a new arbitrator for speedy disposal of the arbitration proceedings
[o.p.no.336 of 2009]. the petition is pending before the honble high
court for disposal.

based on its present knowledge of facts and as per legal opinion
obtained, the current legal proceedings, in the opinion of your
management, will not have a material adverse effect on the results /
operations of helios and matheson.

particulars of employees

as required by the provisions of section 217 (2a) of the companies act,
1956, read with companies (particulars of employees) rules, 1975, as
amended, the names and other particulars of the employees are set out
in annexure to the directors'' report, however, as per the provisions of
the section 219(1) (b) (iv) of the companies act, 1956, the report of
the directors is being sent to all the shareholders of the company
excluding the aforesaid information, any shareholder of the company
interested in obtaining such information may write to the secretary at
the corporate office of the company.

share capital

the company''s shares are listed on national stock exchange mumbai
(nse), the bombay stock exchange ltd. (bse), and the madras stock
exchange (mse). the company has paid the respective annual listing fees
to all the stock exchanges and there are no arrears.

directors'' responsibility statement

pursuant to the requirement under section 217 (2aa) of the companies
act, 1956, with respect to directors responsibility statement, it is
hereby confirmed:

that in the preparation of the annual accounts for the financial year
ended September 30 2012 the applicable accounting standards have been
followed along with proper explanation relating to material departures.

that the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review.

that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the companies act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

that the directors have prepared the accounts for the financial year
ended September 30 2012 on a "going concern" basis.

directors

avm (retd) srinivasa rao.sistla retires by rotation at this annual
general meeting and is eligible for election, the tenure of mr
g.muralikrishna, managing director & ceo, expires in january 2014. the
board of directors at their meeting held on 05.02.2013 decided to
reappoint him for another 5 years with effect from 01.04.2013 on terms
and conditions stipulated elsewhere in this annual report,
mr.muralikrishna has been the managing director of the company since
its inception in 1991. necessary resolutions for approval of
shareholders are proposed in the notice of the ensuing annual general
meeting for the reappointment of avm(retd) sr sistla as director and mr
muralikrishna as managing director & ceo for a period of five years
with effect from april 1,2013.

conservation of energy, research & development, technology absorption,
foreign exchange earnings and outgo the provisions of subsection (1)
(e) of section 217 of the companies act, 1956, read with companies
(disclosure of particulars in the report of board of directors) rules,
1988, are set out in the annexure to this report.

auditors

m/s.venkatesh & co., chartered accountants, chennai, retire at the
ensuing annual general meeting and are eligible for reappointment, a
certificate under section 224 (1-b) of the companies act, 1956, has
been received from them.

acknowledgement

your directors thank the clients, vendors, investors, financial
institutions and bankers for their continued support for the company''s
growth, your directors place on record their appreciation of the
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support, have
enabled the company to achieve rapid growth.

your directors thank the government of india, particularly the
department of electronics, software technology parks- chennai and
bangalore, department of commerce (mepz special economic zone) chennai,
ministry of information technology, ministry of commerce, the reserve
bank of india, the department of telecommunications, the state
governments, and other government agencies for their support during the
year and look forward to their continued support in the future.

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